<PAGE> 1
SCHEDULE 14A INFORMATION
(Rule 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
CORSAIR COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
CORSAIR COMMUNICATIONS, INC.
3408 Hillview Avenue
Palo Alto, California 94304
May 15, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Corsair Communications, Inc., which will be held at Corsair's executive
offices, 3408 Hillview Avenue, Palo Alto, California on Tuesday, June 6, 2000 at
11:30 a.m.
Details of the business to be conducted at the Annual Meeting are given
in the attached Notice of Annual Meeting of Stockholders and Proxy Statement
which you are urged to read carefully.
If you do not plan to attend the Annual Meeting, please sign, date, and
return the enclosed proxy promptly in the accompanying reply envelope. If you
decide to attend the Annual Meeting and wish to change your proxy vote, you may
do so automatically by voting in person at the Annual Meeting.
We look forward to seeing you on June 6, 2000.
Sincerely,
/s/ Thomas C. Meyer
Thomas C. Meyer
President and Chief Executive Officer
<PAGE> 3
CORSAIR COMMUNICATIONS, INC.
3408 Hillview Avenue
Palo Alto, California 94304
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
June 6, 2000
The Annual Meeting of Stockholders of Corsair Communications, Inc. will
be held at our executive offices, 3408 Hillview Avenue, Palo Alto, California on
Tuesday, June 6, 2000 at 11:30 a.m.. for the following purposes:
1. To elect three members to the Board of Directors. The
Board has nominated the following persons for election at
the Annual Meeting: Thomas C. Meyer, Peter L.S. Currie and
David H. Ring.
2. To ratify the appointment of KPMG LLP as our independent
auditors for the fiscal year ending December 31, 2000.
3. To transact such other business which may properly come
before the Annual Meeting or any adjournment(s) thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. All stockholders of record at the close of
business on April 21, 2000 will be entitled to vote at the Annual Meeting and at
any adjournment thereof. The transfer books will not be closed. A list of
stockholders entitled to vote at the Annual Meeting will be available for
inspection at Corsair's offices.
By Order of the Board of Directors
/s/ Martin J. Silver
Dated: May 15, 2000 Martin J. Silver
Secretary
ABSTENTIONS AND BROKER NONVOTES WILL BE COUNTED FOR PURPOSES OF DETERMINING
WHETHER A QUORUM IS PRESENT AT THE ANNUAL MEETING AND ABSTENTIONS WILL HAVE THE
EFFECT OF NEGATIVE VOTES. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING,
PLEASE COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. YOU MAY REVOKE YOUR PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING
PROXY STATEMENT. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON, IF YOU WISH
TO DO SO, EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY.
<PAGE> 4
CORSAIR COMMUNICATIONS, INC.
3408 HILLVIEW AVENUE
PALO ALTO, CALIFORNIA 94304
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 6, 2000
The enclosed proxy is solicited on behalf of the Board of Directors of
Corsair Communications, Inc., a Delaware corporation, for use at the annual
meeting of stockholders to be held on June 6, 2000, or the Annual Meeting, and
at any adjournment or postponement of the Annual Meeting. The Annual Meeting
will be held at 11:30 a.m. at our executive offices, 3408 Hillview Avenue, Palo
Alto, California. All stockholders of record on April 21, 2000 will be entitled
to notice of and to vote at the Annual Meeting. This Proxy Statement and
accompanying proxy, or the Proxy, were first mailed to stockholders on or about
May 15, 2000.
The mailing address of Corsair's principal executive office is 3408
Hillview Avenue, Palo Alto, California 94304.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice of Annual Meeting of
Stockholders, or collectively, the Proposals. Each Proposal is described in more
detail in this Proxy Statement.
VOTING RIGHTS AND SOLICITATION
VOTING
On April 21, 2000, the record date for determination of stockholders
entitled to vote at the Annual Meeting, there were 17,273,866 shares of common
stock outstanding. Each holder of common stock is entitled to one vote on all
matters brought before the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for
the meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes will be
counted for purposes of determining whether a quorum is present at the Annual
Meeting and abstentions will have the effect of negative votes.
REVOCABILITY OF PROXIES
Any person giving a proxy has the power to revoke it at any time before
its exercise. It may be revoked by filing with the Secretary of Corsair at the
principal executive office, 3408 Hillview Avenue, Palo Alto, California 94304, a
notice of revocation or another signed Proxy with a later date. You may also
revoke your Proxy by attending the Annual Meeting and voting in person.
SOLICITATION
Corsair will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy Statement, the Proxy
and any additional soliciting materials furnished to stockholders. Copies of
solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
so that they may forward the solicitation materials to such beneficial owners.
In addition, Corsair may reimburse such persons for their costs of forwarding
the solicitation materials to such beneficial owners. The original solicitation
of proxies by mail may be supplemented by solicitation by telephone, telegram or
other means by directors, officers, employees or agents of Corsair. No
additional compensation will be paid to these individuals for any such services.
Except as described above, Corsair does not presently intend to solicit proxies
other than by mail.
2
<PAGE> 5
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of Corsair is currently composed of seven
members. The Board of Directors is classified into three classes of directors
serving staggered three-year terms, with one class of directors to be elected at
each annual meeting of stockholders. At the 2000 meeting, three directors will
be elected to hold office for three years or until their successors are elected
and qualified. Thomas C. Meyer, Peter L.S. Currie and David H. Ring, who are
presently serving as directors, have been nominated for re-election by the Board
of Directors. Unless the enclosed proxy withholds authority to vote for one or
more of the nominees or is a broker non-vote, the shares represented by such
proxy will be voted for the election of the directors as the Board's nominees.
If either nominee is unable to serve, which is not expected, the shares
represented by the enclosed proxy will be voted for such candidate as may be
nominated by the Board of Directors.
VOTE REQUIRED
The three candidates receiving the highest number of affirmative votes
of the stockholders entitled to vote at the Annual Meeting will be elected
directors of Corsair. Unless otherwise instructed, the proxyholders will vote
each returned proxy for the nominees named above for election to the class whose
term expires in 2003, or for as many nominees of the Board of Directors as
possible, such votes to be distributed among such nominees in the manner as the
proxyholders see fit.
NOMINEES
The following table sets forth information regarding the nominees for
director and each other person whose terms of office as a director will continue
after the meeting.
<TABLE>
<CAPTION>
YEAR FIRST CLASS
ELECTED TERMINATION
NAME DIRECTOR AGE YEAR POSITION
- ---- -------------- ------- ------------ -----------------------------
<S> <C> <C> <C> <C>
Thomas C. Meyer.............. 1999 43 2000 President, Chief Executive
Officer, Chairman of the
Board and Director
Mary Ann Byrnes.............. 1995 43 2001 Director
Rachelle Chong............... 1998 40 2002 Director
Kevin R. Compton(1).......... 1994 41 2001 Director
Peter L.S. Currie(1)......... 1995 43 2000 Director
Stephen M. Dow(2)............ 1996 44 2002 Director
David H. Ring(2)............. 1995 44 2000 Director
</TABLE>
- -----------------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
3
<PAGE> 6
BUSINESS EXPERIENCE OF NOMINEES FOR ELECTION
THOMAS C. MEYER. Mr. Meyer has served as Chairman of the Board since
March 2000, as a Director and as Chief Executive Officer of Corsair since June
1999 and as President of Corsair since February 1999. Mr. Meyer previously
served as COO of Corsair from February 1999 to June 1999 and as Vice President,
Operations of Corsair from April 1996 to February 1999. Before joining Corsair,
Mr. Meyer was Senior Vice President of Operations at Blyth Software Inc., a
software development company, from April 1994 to March 1996. Previous to that,
he was Vice President and General Manager of the Customer Services Division of
Pyramid Technology Corporation, a company that develops open systems servers for
the commercial computing market, from January 1990 to March 1994. Mr. Meyer also
held technical and management positions at Tandem Computers, Tolerant Systems,
and IBM. Mr. Meyer has a BS in computer engineering from the University of
Bridgeport in Connecticut.
PETER L.S. CURRIE. Mr. Currie has served as a Director of Corsair since
December 1995. Mr. Currie is currently a partner of The Barksdale Group, a
venture capital investment firm. Prior to founding The Barksdale Group, Mr.
Currie served as the Executive Vice President and Chief Financial Officer of
Netscape Communications Corporation, an internet and intranet software company,
where he has been employed since April 1995. From April 1989 to March 1995, Mr.
Currie held various management positions at McCaw Cellular Communications, Inc.,
a wireless telecommunications carrier, including Executive Vice President of
Corporate Development and Chief Financial Officer.
DAVID H. RING. Mr. Ring has served as a Director of Corsair since July
1995. Mr. Ring is currently general partner of Eureka Investments LP, a venture
capital investment firm. Since April 1999, Mr. Ring has served as a Director of
Affinia, Inc. From April 1996 to December 1999, Mr. Ring served as Chairman of
the Board and Chief Executive Officer of Tzabaco Group, Inc. a direct marketing
company. From December 1988 to November 1993, Mr. Ring served as Vice President
of Manufacturing for Cisco Systems Inc. where he also served as a Director from
November 1993 to November 1995. Mr. Ring was also a Director of Global Village
Communication, Inc. from May 1991 to July 1996.
BUSINESS EXPERIENCE OF DIRECTORS WITH TERMS EXPIRING IN 2001
MARY ANN BYRNES. Ms. Byrnes has served as a Director of Corsair since
February 1995, as Chief Executive Officer from July 1995 to June 1999, as
President of Corsair from December 1994 to February 1999 and as Chairman of the
Board from June 1999 to March 2000. Ms. Byrnes is currently Chairman and Chief
Executive Officer of LogicTier, an ebusiness operations sourcing company. Before
joining Corsair, from June 1987 to November 1994, Ms. Byrnes served at Bay Area
Cellular Telephone Company, a wireless telecommunications carrier, as Vice
President of Sales and Marketing and Vice President of Operations. Ms. Byrnes is
also on the board of Intraware. Ms. Byrnes holds a BA in economics from
Wellesley College and an MBA from Harvard Business School.
KEVIN R. COMPTON. Mr. Compton has served as a Director of Corsair since
December 1994, as Secretary of Corsair from December 1994 to December 1995, and
Chairman of the Board from December 1994 to June 1999. Since 1990, Mr. Compton
has served as a general partner of Kleiner Perkins Caufield & Byers, a venture
capital investment firm. Mr. Compton is a director of Citrix Systems, Inc.,
OneWorld Systems, Rhythms Net Connections, and VeriSign, Inc., and is also a
director of several privately-held companies.
BUSINESS EXPERIENCE OF DIRECTORS WITH TERMS EXPIRING IN 2002
STEPHEN M. DOW. Mr. Dow has served as a Director of Corsair since May
1996. Since 1983, Mr. Dow has served as a general partner of Sevin Rosen Funds,
a venture capital investment firm. Mr. Dow is a director of Arqule Inc. and
Citrix Systems, Inc., and is also a director of several privately-held
companies.
RACHELLE CHONG. Ms. Chong has served as a Director of Corsair since
December 1998. She is currently General Counsel and Vice President, Government
Affairs for BroadBand Office, Inc., a global provider of communications,
Internet and e-business solutions. From May 1994 to November 1997, Ms. Chong was
a Commissioner at the Federal Communications Commission. Prior to this senior
government service, Ms. Chong was a partner at the law firms Coudert Brothers
and Graham & James, where she practiced exclusively in the area of
telecommunications.
4
<PAGE> 7
BOARD MEETINGS AND COMMITTEES
Corsair's Board of Directors met a total of four times during the year
ended December 31, 1999. Mr. Meyer was elected to the Board of Directors in June
1999, and therefore attended only three meetings. Mr. Currie attended 50% of the
total meetings of the Board. Mr. Ring attended 75% of the total meetings of the
Board.
Corsair has a standing Audit Committee composed of Messrs. Compton and
Currie. The Audit Committee did not meet in 1999. The Audit Committee
assists in selecting the independent accountants, designating the services they
are to perform and in maintaining effective communication with those
accountants.
Corsair also has a standing Compensation Committee currently composed of
Messrs. Dow and Ring. The Compensation Committee met one time and acted by
unanimous written consent 18 times in 1999. The Compensation Committee reviews
and acts on matters relating to compensation levels and benefit plans for
executive officers and key employees of Corsair, including salary and stock
options. The Compensation Committee is also responsible for granting stock
awards, stock options and stock appreciation rights and other awards to be made
under Corsair's existing incentive compensation plans.
DIRECTOR COMPENSATION
Corsair reimburses its directors for all reasonable and necessary travel
and other incidental expenses incurred in connection with their attendance at
meetings of the Board. In addition, on the date of each annual meeting of
Corsair's stockholders, each non-employee director who is a director immediately
after such meeting will receive an option to purchase 1,500 shares of Common
Stock. These options will have an exercise price equal to 100% of the fair
market value of Corsair's Common Stock on the date of grant. Each grant of 1,500
shares will be exercisable from the date of grant for five years and will be
100% vested upon grant.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors unanimously recommends a vote FOR Mr. Meyer, Mr.
Currie and Mr. Ring.
5
<PAGE> 8
PROPOSAL 2
APPROVAL OF
SELECTION OF INDEPENDENT AUDITORS
Corsair is asking the stockholders to ratify the selection of KPMG LLP
as Corsair's independent auditors for the year ending December 31, 2000.
VOTE REQUIRED
The affirmative vote of a majority of the stockholders represented and
voting at the Annual Meeting will be required to ratify the selection of KPMG
LLP. In the event the stockholders fail to ratify the appointment, the Corsair
Board will reconsider its selection. Even if the selection is ratified, the
Corsair Board, in its discretion, may direct the appointment of a different
independent accounting firm at any time during the year if the Corsair Board
believes such a change would be in Corsair's and its stockholders' best
interests.
Representatives of KPMG LLP are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors unanimously recommends a vote FOR the
ratification and approval of the selection of KPMG LLP to serve as Corsair's
independent auditors for the year ending December 31, 2000.
6
<PAGE> 9
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of Corsair's Common Stock as of March 31, 2000, by all
those known by Corsair to be beneficial owners of more than 5% of its
outstanding Common Stock.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER (1) PERCENT (2)
- ---------------------------------------- ---------- -----------
<S> <C> <C>
Advent International............................. 945,709 5.5%
75 State Street
Boston, MA 02109
</TABLE>
- ----------
(1) Except as indicated in the footnotes to this table, the persons named in
the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them.
(2) Percentage of ownership is calculated based on 17,266,872 shares of
Common Stock outstanding on March 31, 2000, and is calculated pursuant
to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as
amended.
7
<PAGE> 10
COMMON STOCK OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of Corsair's Common Stock as of March 31, 2000 by (i) each
director and nominee named under "Election of Directors," (ii) each of Corsair's
officers named under "Executive Compensation and Other Information--Summary
Compensation Table" and (iii) all directors and executive officers of Corsair as
a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER (1) PERCENT (2)
---------------------------------------- ---------- -----------
<S> <C> <C>
Mary Ann Byrnes (3).............................. 343,602 1.99%
Thomas C. Meyer (4).............................. 90,031 *
Rachelle Chong (5)............................... 4,722 *
Kevin R. Compton (6)............................. 581,507 3.37%
2750 Sand Hill Road
Menlo Park, CA 94025
Peter L.S. Currie (7)............................ 34,834 *
Stephen M. Dow (8)............................... 68,136 *
Two Galleria Tower
13455 Noel Road, Suite 1670
Dallas, TX 75420
David H. Ring (9)................................ 36,761 *
Martin J. Silver (10)............................ 84,091 *
Donald R. Oestreicher (11)........................ 10,000 *
Jeannette Robinson (12).......................... 54,495 *
David G. Thompson.................................. 0 *
All directors and executive officers
as a group (11 persons) (13).................. 1,308,181 7.46%
</TABLE>
- ----------
* Less than 1%
(1) Except as otherwise indicated, (i) the persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them, subject to community property
laws, where applicable and (ii) the address for all persons named in the
table is: 3408 Hillview Avenue, Palo Alto, California 94304.
(2) Percentage of ownership is based on 17,266,872 shares of Common Stock
outstanding on March 31, 2000, and is calculated pursuant to Rule
13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.
(3) Includes 34,834 shares issuable upon the exercise of options exercisable
within 60 days of March 31, 2000. Also includes 293,137 shares
beneficially owned by the Wampler-Byrnes Family Trust. Ms. Byrnes is
co-trustee and a beneficiary of the Wampler-Byrnes Family Trust.
(4) Includes 90,031 shares issuable to Mr. Meyer upon the exercise of
options exercisable within 60 days of March 31, 2000.
(5) Includes 4,722 shares issuable to Ms. Chong upon the exercise of options
exercisable within 60 days of March 31, 2000.
(6) Includes 567,618 shares held by Kleiner Perkins Caufield & Byers. Mr.
Compton is a general partner of each of Kleiner Perkins Caufield & Byers
VII and KPCB Information Sciences Zaibatsu Fund II. Mr. Compton
disclaims beneficial ownership of such shares except to the extent of
his pecuniary interest therein. Also includes 4,889 shares held by Mr.
Compton and 9,000 shares issuable to Mr. Compton upon the exercise of
options exercisable within 60 days of March 31, 2000.
(7) Includes 34,834 shares issuable to Mr. Currie upon the exercise of
options exercisable within 60 days of March 31, 2000.
(8) Includes 3,334 shares held by Sevin Rosen Bayless Management Company.
Mr. Dow is a Director of Corsair, a general partner of SRB Associates IV
L.P., the general partner of Sevin Rosen Fund IV L.P., and an officer of
Sevin Rosen Bayless Management Company. Mr. Dow disclaims beneficial
ownership of such shares except to the extent of his pecuniary interest
therein. Includes 55,802 shares held beneficially by Mr. Dow in the name
of the Dow Family Trust. Also includes 9,000 shares issuable to Mr. Dow
upon the exercise of options exercisable within 60 days of March 31,
2000.
(9) Includes 1,500 shares issuable to Mr. Ring upon the exercise of options
exercisable within 60 days of March 31, 2000.
8
<PAGE> 11
(10) Includes 34,791 shares issuable upon the exercise of options exercisable
within 60 days of March 31, 2000. Also includes 45,551 shares
beneficially held by Martin J. Silver or Victoria H. Silver as joint
tenants with right of survivorship.
(11) Includes 10,000 shares held beneficially by Donald R. Oestreicher and
Joy Oestreicher in the name of the Donald R. Oestreicher and Joy
Oestreicher Trust.
(12) Includes 54,495 shares issuable upon the exercise of options exercisable
within 60 days of March 31, 2000.
(13) Includes 273,207 shares issuable upon the exercise of options
exercisable within 60 days of March 31, 2000. See also footnotes 3, 4,
5, 6, 7, 8, 9, 10 and 12.
9
<PAGE> 12
EXECUTIVE OFFICERS
The executive officers of Corsair as of March 31, 2000, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Thomas C. Meyer............. 43 President, Chief Executive Officer and
Chairman of the Board
Martin J. Silver............ 43 Chief Financial Officer and Secretary
Steve Brown................. 39 Vice President, Sales
Peter Yuan.................. 34 Vice President, Engineering
Jeanette Robinson........... 49 Vice President, Human Resources
Carla Schneiderman.......... 52 Vice President, Marketing and Business
Development
Lyle York................... 59 Vice President, Operations
</TABLE>
THOMAS C. MEYER. Mr. Meyer has served as Chairman of the Board since
March 2000, as a Director and as Chief Executive Officer of Corsair since June
1999 and as President of Corsair since February 1999. Mr. Meyer previously
served as COO of Corsair from February 1999 to June 1999 and as Vice President,
Operations of Corsair from April 1996 to February 1999. Before joining Corsair,
Mr. Meyer was Senior Vice President of Operations at Blyth Software Inc., a
software development company, from April 1994 to March 1996. Previous to that,
he was Vice President and General Manager of the Customer Services Division of
Pyramid Technology Corporation, a company that develops open systems servers for
the commercial computing market, from January 1990 to March 1994. Mr. Meyer also
held technical and management positions at Tandem Computers, Tolerant Systems,
and IBM. Mr. Meyer has a BS in computer engineering from the University of
Bridgeport in Connecticut.
MARTIN J. SILVER. Mr. Silver has served as Chief Financial Officer and
Secretary of Corsair since January 1996. Before joining Corsair, Mr. Silver
served as Chief Financial Officer and Treasurer at Superconductivity, Inc., a
developer of magnets for use by utilities to store energy, from January 1993 to
December 1995. Prior to that, Mr. Silver served as Chief Financial Officer and
Corporate Secretary at Credence Systems Corporation, a developer of testing
devices for semiconductors, from November 1988 to December 1992. Mr. Silver
holds a BS in electrical engineering from Purdue University and an MBA from the
University of Pennsylvania, The Wharton School of Business.
STEVE BROWN. Mr. Brown was promoted to Vice President, Sales in December
1999 after having served as the sales manger to the Asia Pacific region since
joining Corsair in July, 1997. Prior to Corsair, he held marketing and
international product management positions at Octel Communications since 1990.
Mr. Brown has also held management positions with Hewlett Packard and Quantum
Corporation. Mr. Brown holds an MBA from the University of California at
Berkeley and a BA in geology from the University of California at Davis.
PETER YUAN. Mr. Yuan joined Corsair as Vice President, Engineering in
January 2000. Prior to Corsair, he served as vice president of engineering for
Nightfire Software, Inc. from March 1999. Mr. Yuan served as the director of
product development for TCSI Corporation from October 1997 to March 1999. He
has also worked in management and technical positions for Motorola, from 1993 to
October 1997, and Bell Labs. Mr. Yuan has earned several degrees including: a
Ph.D. in electrical engineering from Illinois Institute of Technology, an MBA
for Northwestern University, an MS in electrical engineering from Northeastern
University, and a BS in computer engineering from Florida Institute of
Technology.
JEANNETTE ROBINSON. Ms. Robinson joined Corsair in January 1996 as
Director of Human Resources and was promoted to Vice President, Human Resources
of Corsair in January 1997. Prior to joining Corsair, Ms. Robinson was employed
by Cisco Systems Inc., a provider of internet-working products, where she held
several human resources management and recruiting positions from June 1990 to
January 1996. Ms. Robinson holds a BS in business administration and a BA in
sociology from San Jose State University.
CARLA SCHNEIDERMAN. Ms. Schneiderman joined Corsair as Vice President,
Marketing and Business Development in November, 1999. Previously, Ms.
Schneiderman founded and ran a marketing and management consulting firm,
Monkeyshines, for ten years. As part of her consulting Ms. Schneiderman took on
the role of vice president of worldwide marketing and business development at
Unify Corporation where she re-directed the product and business strategy,
established and renewed partnerships with IBM, Sun and Java Soft and
re-structured the marketing organization. In addition Ms. Schneiderman consulted
with Omnis Software (formerly Blyth Software) in the role of vice president of
worldwide marketing. Prior to Monkeyshines, she has held senior management
positions in marketing and business development at Intersolv, Synon, and IBM.
Ms. Schneiderman holds a BA in psychology for the University of Michigan.
10
<PAGE> 13
LYLE YORK. Mr. York joined Corsair in January 2000 as Vice President,
Operations. Prior to joining Corsair, Mr. York was Vice President, Customer
Service for Pilot Network Services from October 1998. Mr. York has also held
executive positions at Scopus Technology, Inc. from March 1994 to October 1998,
Intergraph Corporation, and Daisy Systems. He began his career with Tektronix,
Inc. in Beaverton, Oregon.
11
<PAGE> 14
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth information concerning the aggregate
compensation paid by Corsair to the President and Chief Executive Officer and to
the four additional most highly compensated executive officers, or the Named
Executive Officers, for services rendered in all capacities to Corsair for the
years ended December 31, 1997 and 1998 and 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------------------------- ---------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION OPTIONS/SARS(#) COMPENSATION
- --------------------------- ------- --------- ------- ------------ --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
THOMAS C. MEYER 1999 186,444 85,250 -0- 286,535 --
President and Chief Executive 1998 142,528 36,500 -0- 71,534 --
Officer and Director 1997 127,650 58,590 -0- 19,196 --
MARY ANN BYRNES 1999 101,756(2) 165,897 -0- -- 193,233(3)
President and Chief Executive 1998 190,793 157,059 -0- 165,754 --
Officer and Director 1997 176,261 79,076 -0- 84,421 --
MARTIN J. SILVER 1999 179,680 83,191 -0- 185,000 --
Chief Financial Officer and 1998 165,603 92,340 -0- 85,000 12,157(4)
Secretary 1997 153,118 67,823 -0- 20,000 12,750(5)
JEANNETTE D. ROBINSON 1999 122,256 59,250 -0- 188,837 --
Vice President, Human Resources 1998 98,332 45,151 -0- 45,000 --
1997 89,461 -0- -0- 29,170 --
DONALD R. OESTREICHER 1999 171,451(6) 94,250 -0- -- --
Vice President, Engineering 1998 163,183 46,250 -0- 60,000 --
1997 144,284 65,570 -0- 23,330 --
DAVID G. THOMPSON 1999 121,925(7) 83,000 -0- -- --
Vice President, Marketing 1998 102,700 110,336 -0- -- --
1997 129,133 33,371 -0- --
</TABLE>
- ----------
(1) Includes amounts deferred pursuant to Corsair's 401(k) Plan.
(2) Represents the aggregate salary paid Ms. Byrnes prior to her
resignation as Chief Executive Officer in June 1999
(3) Represents severance pay in connection with Ms. Byrnes' resignation as
Chief Executive Officer in June 1999.
(4) Represents forgiveness of $10,000 of principal and approximately $2,157
of interest of a loan made in connection with Mr. Silver's relocation to
the Palo Alto, California area.
(5) Represents forgiveness of $10,000 of principal and approximately $2,750
of interest of a loan made in connection with Mr. Silver's relocation to
the Palo Alto, California area.
(6) Represents aggregate salary paid to Mr. Oestreicher prior to his
resignation as Vice President, Engineering in October 1999.
(7) Represents the aggregate salary paid to Mr. Thompson prior to his
resignation as Vice President, Marketing in September 1999.
12
<PAGE> 15
Stock Options
The following table sets forth information concerning stock option
grants made to each of the Named Executive Officers during the year ended
December 31, 1999. Corsair did not grant any stock appreciation rights ("SARs")
during the year ended December 31, 1999.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% of Total Potential Realizable Value
Number of Options at Assumed Rates of
Securities Granted to Stock Price Appreciation
Underlying Employees in Exercise for Option Term(4)
Options Fiscal Price Per Expiration --------------------------
Name Granted(1) Year(2) Share(3) Date 5% 10%
- ---- ----------- ------------ --------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Meyer .............. 75,000 5.23% $ 4.19 03/25/09 $197,630 $500,834
100,000 6.98% $ 4.50 06/01/09 $283,003 $717,184
Mary Ann Byrnes............... 0 0% $ -- -- -- --
Martin J. Silver ............. 100,000 6.98% $ 4.50 06/01/09 $283,003 $717,184
Jeannette D. Robinson ........ 100,000 6.98% $ 4.50 06/01/09 $283,003 $717,184
Donald R. Oestreicher ........ 100,000 6.98% $ 4.50 06/01/09 $283,003 $717,184
David G. Thompson ............ 100,000 6.98% $ 4.50 06/01/09 $283,003 $717,184
</TABLE>
- ----------
(1) The rights of the optionees vest at various times over a four-year
period. While the options are fully exercisable upon grant, any shares
purchased by the optionee which do not vest prior to the termination of
the optionee's employment may be repurchased by Corsair at cost. In
accordance with the terms of the 1997 Stock Incentive Plan under which
the options were granted, all rights of the optionee will accelerate and
vest in full upon an acquisition of Corsair unless the options are
assumed or replaced by or Corsair's repurchase rights are assigned to
the acquiring corporation. Under the terms of the 1997 Stock Incentive
Plan, following any acquisition of Corsair in which the rights of the
optionees do not accelerate and vest in full, the rights of each
optionee shall accelerate and vest (or Corsair's repurchase rights will
lapse in the case of exercised options) with respect to one-half of the
then unvested shares if the employment of the optionee is involuntarily
terminated within one year of the acquisition.
(2) Corsair granted options to purchase a total of 1,433,350 shares to
employees in fiscal year 1999.
(3) The exercise price per share of options granted represented the fair
market value of the underlying shares of Common Stock on the dates the
respective options were granted as determined by the Board, considering
all relevant factors. The exercise price may be paid in cash or in
shares of Common Stock valued at fair market value on the exercise date.
The fair market value of shares of Common Stock is determined in
accordance with certain provisions of the 1997 Stock Incentive Plan
based on the closing selling price of a share of Common Stock on the
date in question on the Nasdaq National Market. If shares of the Common
Stock are neither listed or admitted to trading on any stock exchange
nor traded on the Nasdaq National Market, then the fair market value
shall be determined by the Plan Administrator after taking into account
such factors as the Plan Administrator shall deem appropriate.
(4) The 5% and 10% assumed annual rates of compounded stock price
appreciation are mandated by rules of the Commission. The price used for
computing this appreciation is the exercise price of the options, not
the price of Common Stock in this Offering. There is no assurance
provided to any Named Executive Officer or any other holder of Corsair's
securities that the actual stock price appreciation over the 10-year
option term will be at the assumed 5% or 10% levels or at any other
defined level.
13
<PAGE> 16
Option Exercises and Unexercised Option Holdings. The following table
provides information concerning option exercises during 1999 by the Named
Executive Officers and the value of unexercised options held by each of the
Named Executive Officers as of December 31, 1999. No SARs were exercised during
1999 or outstanding as of December 31, 1999.
AGGREGATE OPTION EXERCISES IN 1999 AND 1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Shares Unexercised Options at in-the-Money Options
Acquired December 31, 1999 at December 31, 1999(3)
on Value -------------------------------- ------------------------------
Name Exercise Realized(1) Exercisable(2) Unexercisable Exercisable(2) Unexercisable
- ---- -------- ----------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Meyer .............. 0 $ 0 286,535 0 $ 1,233,577 0
Mary Ann Byrnes .............. 0 $ 0 165,754 0 $ 602,933 0
Martin J. Silver ............. 0 $ 0 185,000 0 $ 691,625 0
Jeannette D. Robinson ........ 0 $ 0 188,837 0 $ 818,092 0
Donald R. Oestreicher ........ 0 $ 0 8,125 0 $ 41,641 0
David G. Thompson ............ 24,418 $ 86,273 0 0 0 0
</TABLE>
- ----------
(1) "Value realized" is calculated on the basis of the fair market value of
the Common Stock on the date of exercise minus the exercise price and
does not necessarily indicate that the optionee sold such stock, and
does not take into account that some of such shares are subject to
rights of repurchase on the part of Corsair which lapse at various times
over four years after the date of grant.
(2) The options are immediately exercisable; however, any shares purchased
upon exercise may be subject to rights of repurchase on the part of
Corsair which lapse at various times over four years after the date of
grant.
(3) "Value" is defined as fair market price of the Common Stock at fiscal
year-end ($8.125) less exercise price.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the Compensation Committee members is an officer or employee of
Corsair. No interlocking relationship exists between the Corsair's Board or
Compensation Committee and the board of directors or compensation committee of
any other company, nor has such an interlocking relationship existed in the
past.
EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
Options granted to Named Executive Officers are immediately exercisable;
however, any shares purchased upon exercise are subject to rights of repurchase
on the part of Corsair that generally expire over four or five years from the
date of option grant. In accordance with the terms of the 1996 Stock
Option/Stock Issuance Plan and the 1997 Officer Stock Option Plan under which
options were granted to Named Executive Officers, all of the Named Executive
Officers' options will immediately vest and Corsair's repurchase rights will
immediately lapse with respect to shares held by the Named Executive Officers
upon an acquisition of Corsair, unless the options are assumed or replaced by,
or Corsair's repurchase rights are assigned to, the acquiring entity. Following
any acquisition of Corsair in which options remain subject to vesting and
repurchase rights do not lapse in the manner provided above, 50% of a Named
Executive Officer's options will vest and the repurchase rights with respect to
50% of such Named Executive Officer's shares will lapse if the employment of the
Named Executive Officer is involuntarily terminated within 18 months of the
acquisition.
14
<PAGE> 17
Notwithstanding anything to the contrary set forth in Corsair's previous
filing under the Securities Act of 1933, as amended (the "Securities Act"), or
the Securities and Exchanges Act of 1934, as amended (the "Exchange Act"), that
might incorporate future filings, including this Proxy Statement, in whole or in
part, the following report and the Performance Graph on page 17 shall not be
incorporated into any such filings.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee presents this report regarding compensation
for Corsair's executive officers and the Chief Executive Officer of Corsair.
GENERAL COMPENSATION POLICY. Corsair's primary objective is to maximize
the value of Corsair's shares over time. Accomplishing this objective requires
achieving specific Company milestones and developing and ultimately marketing
superior products that provide cost-effective solutions for the wireless
communications industry. The overall goal of the Compensation Committee is to
develop compensation practices that will allow Corsair to attract and retain the
people needed to create, develop, manufacture and market such products.
Corsair compensates its executive officers with a combination of salary
and incentives designed to focus and balance their efforts on maximizing both
the near-term and long-term financial performance of Corsair. In addition,
Corsair's compensation structure rewards individual performance that furthers
Company goals. Elements of each officer's compensation include the following:
- Base Salary
- Annual Incentives
- Long-term Incentives
- Benefits
Each officer's compensation package is designed to provide an
appropriately weighted mix of these elements which cumulatively provides a level
of compensation roughly equivalent to that paid by companies of similar size and
complexity in similar industries.
BASE SALARY. Base salary and increases in base salary are determined by
individual performance and the salary levels in effect for companies of similar
size and complexity in similar industries. The Compensation Committee attempts
to keep the base salaries of Corsair's officers at a level broadly in line with
the median of the salaries of officers in comparative companies. The
Compensation Committee also evaluates individual experience and performance and
specific issues particular to Corsair, such as success in raising capital,
creation of stockholder value and achievement of specific Company milestones.
Certain of the companies contained in the survey on which this Compensation
Committee relied are included in the indices used to compare shareholder returns
in the Stock Performance Graph.
ANNUAL INCENTIVES. Annual Incentives are paid in accordance with an
annual Incentive Compensation Plan. Bonus awards are set at a level competitive
among peer group companies and early-stage high growth technology companies.
Potential cash incentive compensation paid under this plan is set as a
significant percentage of each officers' base salary. All of the incentive
compensation is directly tied to performance and is at risk. Each officer earns
incentive compensation based upon a mix of Company performance and personal
performance. Company performance is measured by achievement of specific Company
milestones. Compensation for personal performance under this plan is awarded by
the Compensation Committee based upon both an objective and subjective
evaluation of the performance of each officer. No incentive compensation is paid
for Company performance or personal performance unless specific Company and
individual goals are achieved during the fiscal year.
LONG-TERM INCENTIVE. Long-term incentive compensation in the form of
stock options is expected to be the largest element of total compensation over
time. Grants of stock options are designed to align the long-term interests of
each officer with the long-term interests of Corsair and its stockholders. Stock
options provide each officer with a significant incentive to manage Corsair from
the perspective of an owner with an equity stake in the business. The size of
the option grant to each officer is based on the officer's current and expected
future contributions to the business and vesting position. Awards of stock
options are designed to have an expected aggregate exercise value over time
equal to a multiple of salary which will create a significant opportunity for
stock ownership, motivation to remain with Corsair and incentive to increase
stockholder value.
BENEFITS. Benefits offered to Corsair's officers serve as a safety net
of protection against the financial catastrophes that can result from illness,
disability or death. Benefits offered to Corsair's officers are substantially
the same as those offered to all Corsair's regular employees.
15
<PAGE> 18
CEO COMPENSATION
In setting compensation payable to Corsair's Chief Executive Officers,
Mr. Meyer and Ms. Byrnes, we have sought to be competitive with companies of
similar size and complexity in similar industries. The CEO's incentive
compensation under Corsair's annual Incentive Compensation Plan is entirely
dependent upon Corsair's performance and our evaluation of his or her personal
contribution to Corsair's performance. No incentive compensation is paid to the
CEO unless progress is made toward specific Company goals or these goals are
achieved during the fiscal year.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). Section 162(m) of
the Internal Revenue Code, enacted in 1993, generally disallows a tax deduction
to publicly-held companies for compensation paid to certain executive officers,
to the extent that compensation exceeds $1 million per officer in any year. The
compensation paid to Corsair's executive officers for the 1999 fiscal year did
not exceed the $1 million limit per officer, and it is not expected the
compensation to be paid to Corsair's executive officers for the 2000 fiscal year
will exceed that limit. In addition, the Plan is structured so that any
compensation deemed paid to an executive officer in connection with the exercise
of his or her outstanding options under the Plan with an exercise price per
share equal to the fair market value per share of the Common Stock on the grant
date will qualify as performance-based compensation which will not be subject to
the $1 million limitation. Because it is very unlikely that the cash
compensation payable to any of Corsair's executive officers in the foreseeable
future will approach the $1 million limit, the Compensation Committee has
decided at this time not to take any other action to limit or restructure the
elements of cash compensation payable to Corsair's executive officers. The
Compensation Committee will reconsider this decision should the individual
compensation of any executive officer ever approach the $1 million level.
We conclude our report with the acknowledgement that no member of the
Compensation Committee is a current officer or employee of Corsair or any of its
subsidiaries.
Submitted by the Compensation Committee of Corsair's Board of Directors.
PERFORMANCE GRAPH
The following graph compares total stockholder returns since Corsair
became a reporting company under the Exchange Act to the Nasdaq CRSP Total
Return Index ("Nasdaq Broad Index") for the Nasdaq Stock Market (U.S. Companies)
and the Nasdaq Computer Data and Processing Index ("Nasdaq Computer Index"). The
total return for each of Corsair's Common Stock, the Nasdaq Broad Index and the
Nasdaq Computer Index assumes the reinvestment of dividends, although dividends
have not been declared on Corsair's Common Stock. The companies comprising the
Nasdaq Computer Index are available upon written request to Investor Relations
at Corsair's executive offices. The stockholder return shown on the graph below
is not necessarily indicative of future performance and Corsair will not make or
endorse any predictions as to future stockholder returns.
16
<PAGE> 19
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
7/29/97 12/31/97 12/31/98 12/31/99
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Corsair Communications, Inc. 100 108 33 54
- ---------------------------------------------------------------------------------------------
NASDAQ Stock Market (U.S.) 100 100 139 259
- ---------------------------------------------------------------------------------------------
NASDAQ Computer Manufacturing 100 91 166 340
- ---------------------------------------------------------------------------------------------
</TABLE>
17
<PAGE> 20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In November 1996, Corsair made a loan in the amount of $200,000 bearing
interest at the rate of 7% per annum to Mary Ann Byrnes, the President and Chief
Executive Officer of Corsair, which loan was represented by a promissory note
and was secured pursuant to a pledge agreement by 370,101 shares of Common Stock
of Corsair held by Ms. Byrnes. Ms. Byrnes has repaid the principal and interest
due under this note and Corsair has released the pledged shares.
In addition to the indemnification provisions contained in Corsair's
Restated Certificate of Incorporation and Bylaws, Corsair has entered into
separate indemnification agreements with each of its directors and officers.
These agreements require Corsair, among other things, to indemnify such director
or officer against expenses, including attorneys' fees, judgments, fines and
settlements, or Liabilities, paid by such individual in connection with any
action, suit or proceeding arising out of such individual's status or service as
a director or officer of Corsair other than Liabilities arising from willful
misconduct or conduct that is knowingly fraudulent or deliberately dishonest.
These agreements also require Corsair to advance expenses incurred by such
individual in connection with any proceeding against such individual with
respect to which such individual may be entitled to indemnification by Corsair.
All future transactions between Corsair and its officers, directors,
principal stockholders and affiliates will be approved by a majority of the
independent and disinterested members of the Board of Directors, and will be on
terms no less favorable to Corsair than could be obtained from unaffiliated
third parties.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The members of the Board of Directors, the executive officers of Corsair
and persons who hold more than 10% of Corsair's outstanding Common Stock are
subject to the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934 which require them to file reports with respect to their
ownership of the Common Stock and their transactions in such Common Stock. Based
solely on a review of the copies of such reports furnished to Corsair, or
written representations that no Form 5s were required, Corsair believes that,
during the period from January 1, 1999 through December 31, 1999, all reporting
requirements under Section 16(a) were met in a timely manner by its directors,
executive officers and greater than ten percent beneficial owners.
STOCKHOLDER PROPOSALS FOR 2001 PROXY STATEMENT
Proposals of stockholders of Corsair that are intended to be presented
by such stockholders at Corsair's 2001 Annual Meeting must be received no later
than January 15, 2001, in order that they may be included in the proxy statement
and form of proxy relating to that meeting. In addition, the proxy solicited by
the Board of
18
<PAGE> 21
Directors for the 2001 Annual Meeting will confer discretionary authority to
vote on any stockholder proposal presented at that meeting, unless Corsair
receives notice of such proposal not later than March 31, 2001.
ANNUAL REPORT
A copy of the Annual Report of Corsair for the 1999 fiscal year has been
mailed concurrently with this Proxy Statement to all stockholders entitled to
notice of and to vote at the Annual Meeting. The Annual Report is not
incorporated into this Proxy Statement and is not considered proxy solicitation
material.
CORSAIR FILED AN ANNUAL REPORT ON FORM 10-K WITH THE SECURITIES AND
EXCHANGE COMMISSION ON OR ABOUT MARCH 30, 2000. STOCKHOLDERS MAY OBTAIN A COPY
OF THIS REPORT, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES AND LIST OF
EXHIBITS, WITHOUT CHARGE, BY WRITING TO MARTIN J. SILVER, CHIEF FINANCIAL
OFFICER, AT CORSAIR'S PRINCIPAL EXECUTIVE OFFICES LOCATED AT 3408 HILLVIEW
AVENUE, PALO ALTO, CALIFORNIA 94304.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the meeting other than the matters set forth in this Proxy Statement.
Should any other matter requiring a vote of the stockholders arise, the persons
named as proxies on the enclosed proxy card will vote the shares represented
thereby in accordance with their best judgment in the interest of Corsair.
Discretionary authority with respect to such other matters is granted by the
execution of the enclosed proxy card.
By Order of the Board of Directors
/s/ Martin J. Silver
Dated: May 15, 2000 Martin J. Silver
Secretary
19
<PAGE> 22
YOUR VOTE IS IMPORTANT
In order to assure your representation at the meeting, you are requested
to complete, sign and date the enclosed proxy as promptly as possible and return
it in the enclosed envelope. No postage need be affixed if mailed in the United
States.
20
<PAGE> 23
CORSAIR COMMUNICATIONS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas C. Meyer and Martin J. Silver
jointly and severally, as proxies, with full power of substitution and
resubstitution, to vote all shares of stock which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of Corsair Communications, Inc. to be
held on Tuesday, June 6, 2000, or at any postponements or adjournments thereof,
as specified below, and to vote in his discretion on such other business as may
properly come before the Meeting and any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 and 2
1. Election of Directors:
Nominees: Thomas C. Meyer, Peter L.S. Currie and David H. Ring will
stand for election to the Board for terms to expire in 2003.
[ ] Vote FOR all nominees above (except as withheld in the space below)
[ ] Vote WITHHELD from all nominees
Instruction: To withhold authority to vote for any individual nominee,
check the box "Vote FOR" and write the nominee's name on the line below.
------------------------------------------------------------------------
2. Ratification of Accountants:
Ratification and approval of the selection of KPMG LLP as independent
auditors for the fiscal year ending December 31, 2000.
[ ] Vote FOR [ ] Vote AGAINST [ ] ABSTAIN
(Please sign and date on reverse side)
<PAGE> 24
UNLESS OTHERWISE SPECIFIED BY THE UNDERSIGNED, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2, AND WILL BE VOTED BY THE PROXYHOLDERS AT THEIR DISCRETION
AS TO ANY OTHER MATTERS PROPERLY TRANSACTED AT THE MEETING OR ANY ADJOURNMENTS
THEREOF. TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS JUST
SIGN BELOW, NO BOXES NEED BE CHECKED.
Dated: , 2000
------------------ ---
-----------------------------------
Signature of Stockholder
-----------------------------------
Printed Name of Stockholder
-----------------------------------
Title (if appropriate) Please sign
exactly as name appears hereon. If
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such,
and, if signing for a corporation,
give your title. When shares are in
the names of more than one person,
each should sign.
CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING. [ ]
